Auri Grow India Limited — Proxy Solicitation & Information Statement 2020

Aug 28, 2020

August 28,2020

To. The Manager Listing Compliance Department National Stock Exchange of India Ltd Exchange Plaza, Plot no. C/1, G Block Bandra Kurla Complex, Bandra(E) Mumbai-400051 Mahrashtra, India

NSE SYMBOL: GODHA

Sub.: Intimation about seeking of approval of the Members of the Company through Postal Ballot.

Dear Sir / Madam,

We wish to inform you that the Company has on Friday, August 28, 2020, completed the dispatch of the Postal Ballot Notice to all the members whose name appears in the Register of Members/ List of Beneficial Owners as on Friday, August 21,2020 through (a) electronic mail to the members whose email IDs are registered in the records of depository participants for seeking approval of the members of the Company by e-voting by electronic means for to migrate the Company currently listing from EMERGE Platform of NSE Limited (NSE EMERGE)

The Company has engaged the services of KFin Technologies Private Limited ("KFin") for providing the evoting facility and the e-voting period will commence from 9:00 A.M.(IST) on Saturday, August 29, 2020. and willend on 5:00 P.M. (IST) on Sunday, September 27, 2020. The results of the Postal Ballot will be announced

The Postal Ballot Notice along with the statement as required under Section 102 of the Companies Act, 2013, instructions for e-voting are available on the website of the Company www.godhacabcon.comand also on website of KFin Technologies Private Limited ("KFin") i.e.https://evoting.karvy.com

Kindly take the same on record.

Thank you,

Yours truly

For Godha Cabcon & Insulation Limited

36-D, Sector-B, Industrial area, Sanwer Road, INDORE - 452 006 INDIA T. +91 731 - 4029509 E. info@godhacabcon.com W. www.godhacabcon.com

CIN-L31909MP2016PLC041592

Godha Cabcon & Insulation Limited CIN: L3 l909MP20l 6PLC04 1592 Rcgistcr Office:- 36-D, Sector -B, Sanwer Road,lndustrial Area, lndorc (MP) E- M a i I : - i ⁿfo@eod bgc ^a Qr po n.co nr We b s i t e : yrvy-. s.od h a.ca b qo n. co m

POSTAL BALLOT NOTICE

IPursuant to Section Il0 of the Companies Act,20l3 read rvith Rule 22of the Conrpanics (Management and Administration) Rules, 2014|1

Dear Menrber(s),

Notice is hereby given pursuant to Section ll0 and other applicable provisions. if any, of the Conrpanies Act, 2013. ("the Act"), read with rule 22 of the Companies (Managernent and Administration) Rules,20l4,Secretarial Standard on General Meeting Regulation 44 of Sccuritics and Exchange Board of India (Listing Obligations and Disclosure Requircrncnts) Rcgrrlations, 2015 Gcncral Circular Nos.l412020, 1712020 and2212020 datcd April 8. 2020, April 13.2020 and Junc 15,2020. respcctivcly, issued by Ministry of Corporatc Al'lairs (tlrc "N4CA Circulars") including any statutory nrodification or rc-cnactnrcnt thcrcol'tbr thc tintc bcing in lbrce. to transact the below mentioned proposed special businesses by the ntcntbcrs ol' tlrc Codha Cabcon & Insulation Limited ("the Company") by passing resolutions through postal ballot ("Postal Ballot") or-rly through remote e-voting. I

ln vieu' of the current extraordinary circumstances due to COVID- I 9 pandemic requriring social clistancing, Ministry of Corporate Affairs (the "MCA") in terrns of the MCA Circulars, has aclvised the cornpanies to take all decisions requiring members' approval, other than itcrns o1' ordinary business or business where any person has a right to be heard, through the mcchanisnr of postal ballot / e-voting in accordance with the provisions of the Act and Rules madc thcreunder,without holding a general meeting that requires physical presence of members at ^a comnlon venue. MCA has clarified that for companies that are required to providc e-voting lTrcility under the Act, while they are transacting any business(es) by postal ballot up tt-r Scptcnrbcr 30. 2020 or till further orders, whichever is earlier, the requirements providcd in I{ulc 20 of the Rules as well as the framework provided in the MCA Circulars will bc applicablc rnutatis rnutandis, hence the requirements of sending Postal Uallot Noticc along with Postal Ballot Forms and pre-paid business reply envelope has been dispensed with and the voting on thc proposcd resolutions will be conducted only through remote e-voting system. Accordingly, thc Company will send the Postal Ballot Notice through email to all the msmbcrs who havc rcgistered their email addresses with the Company or depository /depository participants.

'l'he L:xplanatory Staternent, as required under Section 102 of the Act, perlaining to thc alorcsaicl rcsolutions setting out the material lacts concerning the business and the reasons thereof is anncxcd hercto for your consideration. The members are requested to peruse thc proposcd Rcsolutions along with their respective explanatory Statement and thereal'ter record yoLlr asscnt or dissent by means of remote e-voting facility provided by the Company. Menrbcrs arc rcqucstcd to carefully rcad the instructions/ procedurre in the Notcs undcr the scction 'Voting through Elcctronic Mcans' to cast their votes. Member rray notc tlrat rclercnccs to Postal tlallot(s) in tlris Noticc stands only for votcs rcccivcd elcctronically i.c. c-voting.

The Board of Directors of the Company, at its meeting held on Thursday, August 20, 2020 has appointed Deepak Patil & Co, (Membership No.9636, COP No.11592), Company Secretaries, Indore as Scrutinizer for conducting the Postal Ballot and Remote E-voting process in a fair and transparent manner. In the event the draft Resolution as set out in the Notice is assented by the requisite majority by means of Postal Ballot, they shall be deemed to have been passed as Special Business at an Extra Ordinary General Meeting. The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed postal ballot forms or remote e-voting.

The Scrutinizer after completion of scrutiny will submit his/ her report on Postal Ballot to the Directors or Company Secretary or any person authorized by the Board after completion of the evoting period. The result of the Postal Ballot shall be declared on or before September 29, 2020 and will be uploaded on the website of the Company (www.godhacabcon.com) and communicated to the Stock Exchanges on which the Company is listed. The results of the voting conducted through postal ballot (through the remote e-voting process) will be announced by the Directors/ Company Secretary on or before September 29, 2020.

Special Business requiring consent of shareholders through Postal Ballot:

1. Migration of Listing/ Trading of Equity Shares of the Company from SME Platform (EMERGE) of National Stock Exchange of India Limited (NSE) to Main Board of NSE.

To consider and if thought fit, to pass with or without modification the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Regulation 277 (Chapter IX) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015 and other applicable provisions of the Companies Act 2013 and the rules framed there under (including any statutory modification or re-enactment thereof) the consent of the applicable regulatory authorities members of the Company be and is hereby accorded to migrate the Company currently listing from EMERGE Platform of NSE to the Main Board of N Limited."

RESOLVED FURTHER THAT for the purpose of giving effect to resolution the Mr. Dipesh Godha (DIN: 07529876) Director & CEO or Mrs. Shivani Gupta, Company Secretary of the Company be and are hereby authorized jointly and severally to deal with any Government or semi government authorities or any other concerned intermediaries including but not limited to National Stock Exchange, Securities and Exchange Board of India, Registrar of Companies and any other authorities to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the Company's currently listing from EMERGE Platform of NSE to the Main Board of NSE Limited.

amama ayin xara kara shekara ayin da san san san ayin da sa

RESOLVED FURTHER THAT Directors of the Company be and are hereby authorized jointly and/or severally to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company."

Registered office: 36-D, Sector B, Industrial Area Sanwer Road, Indore (M.P.)

Place: Indore Date: August 20,2020

By order of the Board For Godha Cabcon & Insulation Ltd ND INS Shivani Gupta Company Secretary

NOTES: -

• 1. The Explanatory Statement and reasons and secretarial standards on General Meetings(SS-2) pursuant to Section 102 of the Companies Act read together with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts and reasons in relation to the proposed special businesses are annexed hereto.
• 1. The Postal Ballot Notice is being sent by email to all the members, whose names appear in the Register of Members/ list of Beneficial Owners as received from National Securities Depository Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL") as on Friday, August 21, 2020 ("the Cut-off date") and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, KFin Technologies Private Limited ("KFin / RTA") (formerly Karvy Fintech Private Limited), which will be considered for the purposes of remote evoting. The voting shall be reckoned in proportion to a Member's share of voting rights on the paid-up share capital of the Company as on the Cutoff date. Any recipient of this Notice, who was not a member as on the aforesaid date should treat this Notice for information purposes only.
• 1. In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the 'Listing Regulations') as amended from time to time, the Company is pleased to offer remote e-voting facility to all the members of the Company. The Company has appointed, KFin Technologies Private Limited (KFin/RTA) for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the "Evoting"/ "Remote e-voting").
• 1. To facilitate shareholders whose email IDs are not registered with the Company, to receive this Notice electronically and cast their vote electronically, the Company has made special arrangement with its RTA for registration of email addresses in terms of the MCA Circulars. The process for registration of email addresses is as under: i. In light of the MCA Circulars, members who have not registered their email address and in consequence could not receive this Postal Ballot Notice, may temporarily get their email address registered with the KFin,

by clicking the link: https://karisma.kfintech.com/emailreg and follow the registration process as guided thereafter. Post successful registration of the email address, the rncrnbcr would get a soft copy of the Notice and the procedure for remote e-voting along with thc user ID and password to enable remote e-voting for this postal ballot. ln case of any qucrics, shareholders may write to einward.ris@kfintech.com. ii. It is clarified that for pennancnt rcgistration of email address, members are requested to register their ernail addresses, in respcct of electronic holdings with their concerned depository participants and in respcct ol' physical holdings with KFin Technologies Private Limited, Selenium, Tower B, Plot 3l & 32. Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032. India by Ibllowing due procedure. iii. Those mernbers who have already registered their cnrail addrcsscs are requested to keep their ernail addresses validated with their depository participants/ KFin to cnablc scrvicing of noticcs and docurnents elcctronically to thcir crrrail addrcss.

• 1. -l'he Notice has also been placed on Company's website: www.godhacabcon.conr and KFin's e-voting website: https://evoting.karvy.com and will also be available on the rvebsite of stock cxchangc i.e., and www.nseindia.com.
• A tncmbcr cannot cxcrcise his vote by proxy on postal ballot. All members are rcqucstcd to cast the ir votes only through rerxote e-voting as per the procedure provided herein. 6.
• 'l'hc resolutions passed by the members through Postal Ballot are deemed to have becrr passed as if they have been passed at a duly convened g.r.ru'l meeting of the ntembers clrr the last date of e-voting i.e. Saturday, September27,2020. 7.
• lJ. Voting througlt electronic rneans: Pursuant to the provisions of Sections l0[t, ll0 and other applicable provisions, if any, of the Companies Act read with Rules 20 and 22 of thc Cornpanies (Managerr,ent and Administration) Rules, 2014, Regulation 44 of t-isting I{egulations, General Circular and any other applicable provisions, if any, the Cornpany has extended remote e-voting facility to enable the members to cast their votes electronically through the remote e-voting services provided by , KFin Technologies Private t,irnited (KI"in./111'A) The rernote e-voting facility will be available during the following period: Cotnmencement of remote e-voting From 9:00 A.M.(IST) on Saturday, August 29, 2020 trnd of remote e-voting Upto 5:00 P.M. (lST) on Sunday, September 27,2020
• 1. 'fhc remote e-voting module shall be disabled by , KFin Technologies Private Limitccl KliiniltTA for voting at 5:00 P.M. (lST) on Sunday, September 27,2020. Once the votc on tlre resolution is cast by a member, he or she will not be allowed to change it subsequently.

'['hc prclcedurc and instructiclns for remote e-voting are as lollows: a. l-aunch the intemet browser by typing the URL https://evoting.karv)r.com;

b. I:ntcr thc login credortials (i.e., user ID and password). However, if you are already rcgistcrcd with , KFin Techrrologies Private Limited (KFin/RTA) for rernote e-voting, you can use yoLrr cxisting user ID and password for casting your vote;

Uscr ID	For members holding shares in dernat form: - i. For
	NSDL: - 8 Character DP ID followed by 8-digit
	Client ID ii. For CDSL: - l6 digits Beneticiary lt)
	/ Client ID iii. For menrbers holdirrq slrarcs irr

	physical lornr: - E-Voting Flve nt Nurnhcr ("EVEN1-") followed by Iblio no. regislered rvitlr the Compan
i'irr*ona	Yrtrr* iA in the e-rrtail forwarding the electronic notice

I

• Alter entering these details appropriately, click on "LOGIN"; b.
• You will now reach the password change menu wherein you are requirec'l to mandatorily clrange yoLrr password. The new password shall comprise minimum eight charactcrs with at lcast ottc Lrppcr casc (AZ), onc lowcr casc (a-z), onc nunlcric valuc (0-9) ancl onc spccial cltaractcr ((t), S, # ctc,). The systcnr will prornpt you to changc your password arrd updatc yoLlr contact cletails like mobile number, email ID etc. on first login. You may also cntcr ^a sccret question and answer of your choice to retrieve your password in case you lorget it. lt is strongly recommended that you do not share your password with any other person and that you takc utmost carc to kccp yoLlr password confidcntial; C.
• d. Aftcr changing password, you need to login again with the new credcntials;
• c. On successful login, the system will prompt Insulation Limited; to select the EVENT for Godha Cabcon & 4
• t. On thc voting page, enter the number of shares (which represents the number of votcs) as on the cutofl'date under each of the heading of the resolution and cast yoLtr votc by clroosing thc "[iOR/ AGAINST" oT alternatively, you may partially enter any number in "FOR" ancl par-tially "AGAINST" but the total number in "FOR/ ACAINST" taken togcthcr shall not cxcced your total shareholding as on Friday, August 21,2020. You rnay also choosc thc option "ALIS"IAIN" and the shares held will not be counted under either head. Option "F'OR" implies assent to the resolution and "AGAINST" implies dissent to the resolution. ll'the member does not indicate either "FOR" or "AGAINST", it will bc treatcd as "ABSTAIN" and the shares held will not be counted under either head;
• (, You rnay then cast your vote by selecting an appropriate option and click on "Subrnit";
• h. Voting has to be done for each item of the Notice separately. In case you do not desirc to cast your vote on any specific item, it will be treated as abstained;
• L A confirmation box will be displayed. Click "OK" to confim, else "CANCEL" to modily. Oncc you confirm. you will not be allowed to modify your vote.
• Mcnrbcrs holding multiple folios/ demat accounts shall choose the voting proccss scparatcly Ibr caclr lolio/ demat accounts; J.
• Corporatc/ institutional members (i.e., other than individuals, HUF, NRI ctc.) arc also rcquircd to send scanned certified true copy (in pdf format) of the board resolution/ authority lcttcr ctc.. togcther rvith attested spccirnen signaturc(s) of thc duly authoriscd rcprcscntativc(s). to the Scrutinizer at cspatil.decpaklZ@grnail.com witlr a copy markcd to cvoting(lkarvy.com and compliance.godhacabcon@gmail,com. The scan imagc ol'thc abovc-rnentioned documents should be in the naming format "Corporatc Nanrc IrVIlNl"'; k.

l. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote again.

I

nr I'-or any query or grievance pertaining to remote e-voting, members may write to Company at cornpliance.godhacabcon@gmail,com or may contact Mr. V. Raghunath, Deputy Managcr-Corporate Registry-Klrin Technologies Private Limited (KFin), Unit Neuland Laboratorics [-imited, Selenium, Tower B, Plot 3l & 32, Financial District, Gachibowli, Nanakrarnguda. llydcrabad - 500032. Tel. No.: +91 40 6716 160611776 or send an e-mail at einward.ris@kfintech.con1 or raghu.veedha@kfintech.com or may contact at their Toll lrrce No.: l-800-34-54-001 for any Further clarifications. Further, members may also visit Help & I;AQs scctiorr availablc at , KFin Technologies Private Linrited ( KFin's/Rl'A) wcbsitc hL@

1. Al.t" relevant docurnents referred to in the explanatory statenlent to this Notice rvill bc available lor electronic inspection without any fee by the members from the date of'circulatiorr ol'this Noticc upto thc datc of the last date for receipt of votcs by rernote e-voting i.c., Sunclay, Scptcnrbcr 27,2020. Further, any query in relation to the resolution proposed to bc passccl by postal ballot nlay bc addressed to the Company Secretary of thc Conrpany comp I iarrce. godhacabcon (@gmai l. com.

ll. As required by Rule 22ofthe Companies (Management and Administration) Rules,20l4 rcacl with the MCA Circulars and SEBI Listing Regulations the details pertaining to this Postal tlallot will be published in one national daily newspaper circulating throughout lndia (in I:nglish larrguagc) and one daily newspaper circulating in lndore.

EXPI,ANATORY STATEMENT PURSUANT TO SECTION I02 OF TIIE CONIPANIES ACT.20I3:

Itern No. l: Migration of l,isting/'l'rading of Equity Shares of the Company from Si\ll, Platlirrm (tIMERGE) of National Stock Exchange of lndia (NSE) to Main Board ol'NSt-.

As members are aware, that the Company is listed on the, on EMERGE Platform of National Stock [rxchange of India Limited ("NSE"). ( w.e.f. May I1,2018) By SME listing of two years, thc Company has gained a good experience in terms of corporate governance practices and board procedures. On the other side business of the Company has also been increased rapidly on cable atrd conductor sector. The listing of the Company has helped your Cornpany in many aspccts [ike enhanced branding, better transparency and accountability and overall wealth crcatitln of thc stakeholders.

As per the regurlation 277 of the SEBI (lssue of Capital and Disclosure Itequirements) I{cgulations. 2018 read with National Stock Exchange (NSE) circular NSE/SME/37551 datcd April 18,2018, An issuer whose specified securities are listed on a SME Platfbrm can migratc to thc Main Board afier conrpletion of two years of listing on SME platform if its sharcholclcrs approvc suclt a rnigration by passing a special resolution through postal ballot to this ctfect arrcl sub.icct to f ulflllmcnt of othcr Main Board listing conditions.

Your Company has bccn listcd and traded on the on EMERGE Platform o1'National Stock l:xchange of India Limited ("NSE"). 0 fbr more than two years and hence eligible to nrigrate to tlrc Main Board of Natiorral Stock Exchange of India (NSE) as per guidelincs spccificd by

SHIII vidc thcir circular dated lSth rnay,20l0 and as per the procedures laid clown under ('lraptcr IX of SEBI (ICDR) Regulations,20l8listing on the Main Board of Narional Stock lrxclrangc I-irnited. The Board of Directors vide their meeting held on.luly 25,2OZO proposcd to Inigrate from EMERGE Platform of National Stock Exchange of India ("NSI]"). j to Main []oard of National Stock Exchange of India Limited (NSE) as it will enhance participation ol' rctail investors in large numbers and overallmarket capitalization of the Company may also get ⁱncrcased.

'l"hc nrembcrs are therefore, requested to accord their approval for the purpose of migration ol' thc Cormpany's present listing from on EMERGE Platform of National Stock Exchange of India ("NSE"). to Main Board of National Stock Exchange of India Lirnited (NSE) as set out in thc rcsolution.

Pttrsuant to Section 102 of Companies Act,2013, The Board of Directors of the Conrpany do alrd hcreby confirnr that none of its Directors, Key Managerial Personnel and relatives thcrcol' ts or arc intcrested, financially or otherwise in the aforesaid resolution exccpt to thcir sharcholding. if any, in tlrc conlpany in the resolution set out in Itern No. L

llcncc tlrc a{brcsaid resolution is placed belore thc sharcholdcrs of thc Corlpany tbr thcir consent through Postal Ballot under Section Il0 of the Companies Act,20l3.

Board of Directors of your Company recommends passing resolution set out in Itenr No. I of' thc Notice as Special Resolution 'l

Ilegistcred olfice: 36-D, Sector B, Industrial Area Sanwer Road, Indore (M.P.)

Plitcc: Indorc Date: August 20,2020